Ordered to pay $25,000: a Quebec Bar lawyer sells her company, keeps the trademark for herself — and doesn't tell the buyer.

She's a lawyer. She sold the shares of a company without telling the buyer that the trademark wasn't part of the deal.

Marie-Lou Lafrance has been a member of the Quebec Bar since 2002. When she sold the shares of her pet grooming product company to Gilles Lavoie in March 2018, she omitted one detail: the Sabine et Gaspard trademark, registered in her personal name since 2007, was not part of the transaction. She would later assign it to a third party — while that same third party was still in discussions with Lavoie about a potential supply agreement. Justice Soucy ordered her to pay $25,000 in punitive damages. And he said why, without mincing words.

Lavoie v. Moreau, 2026 QCCS 820. Here is what the judge said — and why Lafrance's legal training worked against her.

The sale: $150,000 agreed, $104,000 paid, a business nobody really knew

Sabine et Gaspard is a line of grooming products for dogs and cats launched by Marie-Lou Lafrance in 2005, named after her two dogs. A lawyer by training, she has been teaching at O'Sullivan College since that same year and has, for the most part, stepped away from day-to-day operations. It is MLP Cosmétiques, her father Marcel Lafrance's company, that handled orders, manufacturing, and billing. Lafrance acknowledges she never worked a full day for the business and only ever paid herself modest dividends over the years, never exceeding $2,000 to $3,000.

The SABINE ET GASPARD trademark was registered on July 3, 2007 — in Marie-Lou Lafrance's personal name. Not in the name of 9125-1785 Québec inc., the corporation operating under that banner. The distinction is critical. It would go unnoticed for a decade.

On March 7, 2018, Gilles Lavoie purchased the shares of 9125 at the agreed price of $150,000. He trusted Lafrance — she was a lawyer, he knew her father. He signed without due diligence: no audited financial statements, no list of active clients, no inventory, no manufacturing formulas. He ultimately paid $104,000 before the relationship broke down; Lafrance would later agree to treat that amount as the end of the deal.

The reality discovered after signing, as set out by Lavoie in his email of September 4, 2018: serious difficulties with the manufacturer MLP, a near-nonexistent customer base, products sold at a loss, and an operating loss of over $71,000 in the first six months. And the trademark, the one under which everything had been operating for more than a decade, still belonged personally to the seller. It had never been transferred. It wasn't even specifically mentioned in the contract.

What the judge said about Lavoie — no favours for him either

On the company's financial losses, the court ruled against Lavoie. He bought without checking. His partner, Patricia St-Jean, had herself observed as early as fall 2017 that the brand had been forgotten, the clientele was minimal, promotional efforts were nearly nonexistent, and the business didn't even have its own phone line. Signing anyway, without independent validation, without a proper valuation, without reliable financials, constitutes inexcusable error for a man who describes himself in his own pleadings as a businessman. The court does not compensate commercial recklessness.

The judge added that Lavoie also failed to meet his burden of proving the damages he claimed: no expert report, no serious financial statements, no rigorous accounting analysis. And personally, Lavoie had no standing to claim the lost profits that 9125 itself might have generated.

But on the trademark, the judge ruled the other way — and he was direct about Lafrance's fault.

Lafrance tried to defend herself by saying Lavoie had never asked her about it. The judge dismissed the argument: the duty to disclose does not depend on an express request from the other party. It requires spontaneously revealing what is fundamental — and the ownership of the trademark under which a company has operated for nearly fifteen years is, self-evidently, fundamental.

The court's conclusion is clear: Lafrance was guilty of fraudulent concealment (réticence dolosive) under article 1401 of the Civil Code of Quebec. Her silence was not an innocent omission. It was, on this specific point, an intentional fault — made all the more serious coming from someone who knew the law better than anyone else in the room.

Moreau: he buys the trademark in March — and keeps negotiating with Lavoie in April

The story doesn't stop there. Steve Moreau, owner of 9377-5450 Québec inc., a cosmetics manufacturer, had been in contact with Lavoie and his partner since late 2018 — initially to discuss a supply arrangement after MLP ceased operations.

What Lavoie didn't know: Moreau acquired the Sabine et Gaspard trademark from Lafrance in March 2019 — while discussions with Lavoie were still ongoing. On April 3, 2019, now the trademark's assignee, Moreau wrote to Lavoie offering to buy his bottle and finished-product inventory, and mentioned the possibility of royalties of up to $50,000 per year. The judge noted that this proposal constituted "an explicit recognition of the existence of goodwill, as well as of some value, however minimal, both in the work performed and in the brand developed up to that point by Lavoie and 9125."

Discussions continued until April 28, 2019. On April 7, Lavoie was still waiting for a price list. On April 10, Moreau replied that he would send it shortly — while remaining silent on the trademark assignment that had taken place the previous month. It was only toward the end of April that Lavoie learned of the assignment — hence the sense of betrayal he would later express.

Worse still: Moreau used without authorization the new logo that Lavoie's partner had created for 9125 in 2018 — a logo entirely distinct from the one protected by the original trademark acquired from Lafrance. The court found the use was deliberate, and that choosing a logo different from the one actually acquired by assignment could only reasonably be explained by a desire to unfairly capture the goodwill and development efforts already undertaken by Lavoie and 9125 since 2018.

What this ruling says to anyone selling — or buying — a business in Quebec